SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): MAY 26, 1999
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POGO PRODUCING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 1-7792 74-1659398
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
5 GREENWAY PLAZA, P.O. BOX 2504
HOUSTON, TEXAS 77252-2504
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 297-5000
ITEM 5. OTHER EVENTS.
On May 26, 1999, Pogo Producing Company (the "Company") and Pogo Trust
I (the "Trust") entered into an Underwriting Agreement covering the issue and
sale by the Trust of 3,000,000 6 1/2% Quarterly Income Convertible Preferred
Securities, Series A (liquidation amount $50 per Preferred Security) (the
"Preferred Securities"). The Preferred Securities were registered under the
Securities Act of 1933, as amended, pursuant to the shelf registration statement
(Registration Statement Nos. 333-75105, 333-75105-01 and 333-75105-02) of the
Company, the Trust and Pogo Trust II.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
*1.1 Underwriting Agreement, dated as of May 26, 1999, among the
Company, the Trust and Goldman, Sachs & Co., Credit Suisse
First Boston and Merrill Lynch, Pierce, Fenner & Smith
Incorporated.
4.1 Form of Amended and Restated Declaration of Trust of the
Trust.
4.2 Form of Preferred Security of the Trust (included in Exhibit
4.1 above).
___________________
*To be filed by amendment.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
POGO PRODUCING COMPANY
Date: May 28, 1999 By: /s/ GERALD A.MORTON
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Gerald A. Morton
VICE PRESIDENT-LAW AND CORPORATE
SECRETARY
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